Separation Agreement and Release of Claims (2019)Full Document 

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This Separation Agreement and Release of Claims (the “Agreement”) is made effective April 5, 2019 (the “Effective Date”), by and between Neil Watanabe (“Employee”) and U.S. Auto Parts Network, Inc., its officers, directors, employees, foreign and domestic subsidiaries, benefit plans and plan administrators, affiliates, agents, joint ventures, attorneys, successors and/or assigns (collectively referred to as “Company”).


WHEREAS, Employee currently serves as the Chief Financial Officer of the Company, and Employee and Company have mutually agreed that Employee resign from the Company effective March 15, 2019 (the “Separation Date”), contingent upon the Company treating the separation as a termination without cause under the terms of his Employment Agreement dated March 23, 2015, by and between the Company and Employee and the terms of his equity grants previously entered into with the Company.

WHEREAS, the parties desire to settle all claims and issues that have, or could have been raised by Employee in relation to Employee’s employment with Company and arising out of or in any way related to the acts, transactions or occurrences between Employee and Company to date, including, but not limited to, Employee’s employment with Company or the termination of that employment, on the terms set forth below.

THEREFORE, in consideration of the promises and mutual agreements hereinafter set forth, it is agreed by and between the undersigned as follows:


Based upon the foregoing, and in consideration of the mutual promises contained in this Agreement, Employee and the Company agree, effective upon the date of execution by Employee, as follows:

1. Severance Package. In exchange for the promises set forth herein, Company agrees to provide Employee with the following payments and benefits (“Severance Package”), to which Employee is not otherwise entitled. Employee acknowledges and agrees that this Severance Package constitutes adequate legal consideration for the promises and representations made by Employee in this Separation Agreement.

(a) Severance Payment. Company agrees to provide Employee with a severance payment equal to twelve (12) months of Employee’s base salary, Three Hundred Twenty-One Thousand Four Hundred and Ninety-One United States Dollars and Four United States Cents ($321,491.04), less all applicable federal and state income and employment taxes (“Severance Payment”). The Severance Payment will be paid out on a bi-weekly basis over the twelve (12) month period beginning on the Company’s first regular payroll date occurring after the thirtieth (30th) day following the Separation Date in accordance with the Company’s

payroll practices for its employees. In addition, Company shall pay Employee Thirty-Four Thousand Eight Hundred Twenty-Seven United States Dollars and Fifty Two United States Cents ($34,827.52) a prorated portion of the bonus Employee would have received for 2019 had he otherwise been eligible to receive such bonus (as set forth in the terms of the employment agreement entered into by and between Employee and the Company) less all applicable federal and state income and employment taxes no later than 10 business days from the Effective Date.

(b) Continuation of Group Health Benefits. Provided that Employee elects to continue his group health care coverage pursuant to the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and remains eligible for these benefits, Company agrees to (i) provide such COBRA coverage for Employee and those dependents of Employee who were enrolled as participants in Company’s group health care coverage as of the Separation Date to the extent required by law and (ii) for the twelve (12) month period following the Separation Date will provide such COBRA coverage at no cost to Employee.

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